WESTBURY, N.Y., Aug. 1, 2024
/PRNewswire/ -- Kensington Capital Acquisition Corp. V (NYSE: KCGI)
("Kensington"), a publicly-traded special purpose acquisition
company, today announced that it will be unable to consummate an
initial business combination and intends to dissolve and liquidate
in accordance with the provisions of its Amended and Restated
Memorandum and Articles of Association, as amended ("Liquidation").
As previously disclosed, Kensington had extended the date by which
Kensington had to consummate a business combination from
August 17, 2023 to August 17, 2024. After careful consideration of
the current SPAC market and after having completed an extensive
search, Kensington has not found a suitable target.
Therefore, Kensington determined to proceed with the
Liquidation.
As of the close of business on August 19,
2024, the Class A ordinary shares that were included in the
units issued in Kensington's initial public offering (the "Public
Shares") will be deemed cancelled, and each Public Share will
represent only the right to receive a redemption amount equal to
the aggregate amount then on deposit in the trust account
established in connection with the Kensington's initial public
offering (the "Trust Account"), including interest earned on the
funds held in the Trust Account and not previously released to
Kensington to pay Kensington's franchise and income taxes (less up
to $100,000 of interest to pay
dissolution expenses), divided by the number of then issued and
outstanding Public Shares. Kensington anticipates that the
last day of trading of the Public Shares and Kensington's publicly
traded units and warrants will be on or around Friday, August 16, 2024, and trading of the
Public Shares will be suspended effective before the opening of
markets on Monday, August 19,
2024.
The per-share redemption price for the Public Shares will be
approximately $11.19.
In order to provide for the disbursement of funds from the Trust
Account, Kensington intends to instruct the trustee of the Trust
Account to take all necessary actions to liquidate the securities
held in the Trust Account. The proceeds of the Trust Account will
be held in a non-interest bearing account while awaiting
disbursement to the holders of the Public Shares. Record holders
will receive their pro rata portion of the proceeds of the Trust
Account by delivering their Public Shares to Continental Stock
Transfer & Trust Company, Kensington's transfer agent.
Beneficial owners of Public Shares held in "street name," however,
will not need to take any action in order to receive the redemption
amount. The redemption of the Public Shares is expected to be
completed on or about August 19,
2024.
There will be no redemption rights or liquidating distributions
with respect to Kensington's warrants.
Kensington's initial shareholders will not be entitled to
liquidating distributions from the Trust Account as a result of
their ownership of Class B ordinary shares. However, if
Kensington's initial shareholders have acquired Public Shares, they
will be entitled to liquidating distributions from the Trust
Account with respect to such Public Shares.
Kensington expects that NYSE will file a Form 25 with the United
States Securities and Exchange Commission (the "SEC") to delist
Kensington's securities. Kensington thereafter expects to file a
Form 15 with the SEC to terminate the registration of its
securities under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
Forward-Looking Statements
This press release may include "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Exchange Act. All statements other
than statements of historical fact included in this press release
are forward-looking statements. When used in this press release,
words such as "anticipate," "believe," "estimate," "expect,"
"intend" and similar expressions, as they relate to us or our
management team, identify forward-looking statements. Such
forward-looking statements are based on the beliefs of management,
as well as assumptions made by, and information currently available
to, Kensington's management. Actual results could differ materially
from those contemplated by the forward-looking statements as a
result of certain factors detailed in Kensington's filings with the
SEC. All subsequent written or oral forward-looking statements
attributable to us or persons acting on our behalf are qualified in
their entirety by this paragraph. Forward-looking statements are
subject to numerous conditions, many of which are beyond the
control of Kensington, including those set forth in the Risk
Factors section of Kensington's registration statement and
prospectus for Kensington's initial public offering filed with the
SEC. Copies of such filings are available on the SEC's website,
www.sec.gov. Kensington undertakes no obligation to update these
statements for revisions or changes after the date of this release,
except as required by law.
Contact:
Dan Huber
dan@kensington-cap.com
703-674-6514
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SOURCE Kensington Capital Acquisition Corp. V
